FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CarLotz, Inc. [ LOTZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/21/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 01/21/2021 | A(1) | 250,214 | A | $10 | 250,214 | I | See Footnote(2) | ||
Class A Common Stock | 01/21/2021 | M(3) | 3,819,665 | A | (3) | 4,069,879 | I | See Footnote(2) | ||
Class A Common Stock | 01/21/2021 | M(3)(4) | 3,819,665 | A | (3)(4) | 7,889,544 | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (3) | 01/21/2021 | M | 3,819,665 | (3) | (3) | Class A Common Stock | 3,819,665 | (3) | 3,819,665 | I | See Footnote(2) | |||
Class B Common Stock | (3) | 01/21/2021 | M | 3,819,665 | (3) | (3) | Class A Common Stock | 3,819,665 | (3)(4) | 0 | I | See Footnote(2) | |||
Private Placement Warrants | $11.5 | 01/21/2021 | A(5) | 6,074,310 | 02/20/2021 | 01/21/2026 | Class A Common Stock | 6,074,310 | $1.5 | 6,074,310 | I | See Footnote(2) |
Explanation of Responses: |
1. Represents shares acquired by Acamar Partners Sponsor I LLC ("Acamar Sponsor") pursuant to a subscription agreement by and between Acamar Sponsor and the Issuer. |
2. Represents securities held by Acamar Sponsor. Mr. Solorzano is a managing member of Acamar Sponsor and shares the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Solorzano may be deemed to have or share beneficial ownership of such securities, Mr. Solorzano disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
3. On January 21, 2021, the Issuer acquired CarLotz, Inc. ("CarLotz") by the merger (the "Merger") of Acamar Partners Sub, Inc., a wholly-owned subsidiary of the Issuer, with and into CarLotz, with CarLotz surviving as a wholly-owned subsidiary of the Issuer. As a result of the Merger, each of the Issuer's outstanding shares of Class B Common Stock converted automatically into one share of Class A Common Stock. |
4. Shares subject to a lockup. 50% of these shares will be released from lockup if the closing trading price of the Class A Common Stock has been greater than $12.50 over any 20 trading days within any 30-trading day period commencing 150 days after the closing of the Merger within 5 years of the closing and the other 50% will be released if the closing price of the Class A Common Stock has been greater than $15.00 over any 20 trading days within any 30-trading day period over the same period. All of the shares will be released from lockup if there is a change of control with a price per share at or above $10 per share prior to 5 years from closing. If the foregoing conditions are not met, the remaining shares will be forfeited on the fifth anniversary of the closing. |
5. 6,000,000 Private Placement Warrants were purchased by Acamar Sponsor on February 26, 2019 and 74,310 Private Placement Warrants were purchased by Acamar Sponsor on April 9, 2019. Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the closing of the Merger expiring five years after the completion of the Merger or earlier upon redemption or liquidation. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Rebecca C. Polak as attorney-in-fact for Mr. Solorzano Rebecca C. Polak | 01/25/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |